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Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table

Average

Average

Compensation

Summary

Compensation

SCT

Actually

Value of Initial Fixed $100

Compensation

Actually

Total for

Paid to

Investment Based On:

Net

Adjusted

Table (SCT)

Paid to

Non-PEO

to Non-PEO

Peer Group

Income (loss)

Revenue

EBITDA

Fiscal Year

  

Total for PEO1

PEO 2

NEOs

NEOs 3

TSR

TSR (Russell)4

($ thousands)

($ thousands)

($ thousands)

2024 (Carlson)

$ 1,812,352

($ 833,619)

$ 1,748,037

$ 1,661,530

$ 31.61

$ 142.93

$ 8,077

$ 307,685

$ 97,700

2023 (Carlson)

$ 4,536,352

$ 11,737,489

$ 1,659,124

$ 1,009,774

$ 39.49

$ 128.14

($ 98,486)

$ 325,671

$ 96,288

2023 (Joyce)

$ 2,374,240

$ 2,257,548

2022 (Joyce)

$ 2,637,536

$ 2,220,880

$ 1,578,851

$ 801,784

$ 53.19

$ 109.59

$ 10,757

$ 353,386

$ 121,632

2022 (Contos)

$ 1,943,210

$ 80,775

2021

$ 4,439,971

$ 3,179,434

$ 1,452,315

$ 1,096,371

$ 83.76

$ 137.74

($ 24,620)

$ 329,701

$ 119,583

2020

$ 2,394,169

$ 2,359,574

$ 1,127,829

$ 1,235,646

$ 97.26

$ 119.96

$ 20,546

$ 266,001

$ 92,558

(1)During the year 2023, Erik Carlson became Chief Executive Officer, replacing Steve Joyce, effective November 13, 2023. During the year 2022, Adam Contos stepped down as Chief Executive Officer, effective March 31, 2022. During March 2022, Mr. Contos and Mr. Joyce served as Co-CEOs and Mr. Joyce became CEO, on an interim basis, upon Mr. Contos’s departure. For the years 2021 and 2020, Mr. Contos served as CEO for the full year. The following table lists the PEOs and non-PEO NEOs for each year presented.

Fiscal Year

  

PEOs

Non-PEO NEOs

2024

Erik Carlson

Karri Callahan, Grady Ligon, Ward Morrison, Serene Smith, and Susie Winders

2023

Erik Carlson, Stephen Joyce

Nicholas Bailey, Karri Callahan, Ward Morrison, and Serene Smith

2022

Stephen Joyce, Adam Contos

Nicholas Bailey, Karri Callahan, Ward Morrison, and Serene Smith

2021

Adam Contos

Nicholas Bailey, Karri Callahan, Ward Morrison, and Serene Smith

2020

Adam Contos

Nicholas Bailey, Karri Callahan, Ward Morrison, and Serene Smith

(2)

The following table sets forth the adjustments made to the Summary Compensation Table (“SCT”) Total for Principal Executive Officer during each year presented to determine compensation actually paid (“CAP”) to PEO, with “fair value” calculated in accordance with ASC Topic 718 as of the end of the specified period:

Fiscal Year

2024

2023

2023

2022

2022

2021

2020

Current CEO (Carlson)

Former CEO (Joyce)

Former CEO (Contos)

SCT Total for PEO

$

1,812,352

$

4,536,352

$

2,374,240

$

2,637,536

$

1,943,210

$

4,439,971

$

2,394,169

Deduct amounts reported under “Stock Awards” Column of the SCT

(486,060)

(4,369,463)

(300,010)

-

(966,175)

(2,960,458)

(1,420,087)

Deduct amounts reported under “Option Awards” Column of the SCT

-

-

(937,308)

(1,537,536)

-

-

-

Add the fair value of awards granted and vested during the fiscal year

54,248

-

1,137,069

884,929

779,182

175,016

189,009

Add the fair value of awards granted in the fiscal year that remain outstanding and unvested as of fiscal year-end

-

11,570,600

-

235,951

-

1,789,507

1,600,050

Add (Subtract) change in fair value of awards granted in any prior year that remain outstanding and unvested as of the fiscal year-end a

(2,059,364)

-

-

-

-

(113,141)

(60,409)

Add (Subtract) change in fair value from prior year-end to vesting date of awards granted in any prior year that vested during the fiscal year b

(154,795)

-

(16,443)

-

(96,975)

78,848

(55,022)

Subtract fair value of awards granted in any prior year that were forfeited or failed to vest during the fiscal year c

-

-

-

-

(1,578,467)

(230,309)

(288,136)

Add dividends on unvested awards paid during the fiscal year

-

-

-

-

-

-

-

Add incremental fair value of awards modified during the fiscal year

-

-

-

-

-

-

-

Compensation Actually Paid

$

(833,619)

11,737,489

$

2,257,548

$

2,220,880

$

80,775

$

3,179,434

$

2,359,574

(a)Includes the fair value of the current year RSU awards and all tranches of PSU awards, without respect to the award performance period. Per U.S. GAAP, if a PSU award does not have an established metric, there is no grant date and therefore would not be included for financial reporting purposes until the performance metrics are established. The values do not necessarily correspond to the actual value that will be received by the Executive Officers upon vesting.
(b)Includes the change in fair value of RSU awards that were issued in a prior year, relative to the respective fiscal year. In addition, as discussed above, all tranches of PSU awards issued in a prior year, relative to the respective fiscal year, are included without respect to the award performance period. Per U.S. GAAP, if a PSU award does not have an established metric, there is no grant date and therefore would not be included for financial reporting purposes until the performance metrics are established. The values do not necessarily correspond to the actual value that will be received by the Executive Officers upon vesting.
(c)The value in this row includes the aggregate fair value of awards forfeited by Mr. Contos when he left the Company on March 31, 2022.

(3)

The following table sets forth the adjustments made to the SCT during each year presented to determine the average CAP to the Non-PEO NEOs, with “fair value” calculated in accordance with ASC Topic 718 as of the end of the specified period:

Fiscal Year

2024

2023

2022

2021

2020

Average SCT Total for non-PEO NEOs

$

1,748,037

$

1,659,124

$

1,578,851

$

1,452,315

$

1,127,829

Deduct amounts reported under “Stock Awards” Column of the SCT

(933,261)

(1,076,988)

(816,509)

(907,803)

(720,172)

Deduct amounts reported under “Option Awards” Column of the SCT

-

-

-

-

-

Add the fair value of awards granted and vested during the fiscal year

86,148

48,022

169,667

41,730

77,634

Add the fair value of awards granted in the fiscal year that remain outstanding and unvested as of fiscal year-end

1,013,637

671,398

483,308

631,943

871,869

Add (Subtract) change in fair value of awards granted in any prior year that remain outstanding and unvested as of the fiscal year-end a

(92,863)

(126,322)

(253,708)

(57,410)

(10,973)

Add (Subtract) change in fair value from prior year-end to vesting date of awards granted in any prior year that vested during the fiscal year b

(101,167)

(127,632)

(129,178)

10,591

(22,986)

Subtract fair value of awards granted in any prior year that were forfeited or failed to vest during the fiscal year

(59,002)

(37,828)

(230,647)

(74,995)

(87,555)

Add dividends on unvested awards paid during the fiscal year

-

-

-

-

-

Add incremental fair value of awards modified during the fiscal year

-

-

-

-

-

Compensation Actually Paid

$

1,661,530

$

1,009,774

$

801,784

$

1,096,371

$

1,235,646

(a)

Includes the fair value of the current year RSU awards and all tranches of PSU awards, without respect to the award performance period. Per U.S. GAAP, if a PSU award does not have an established metric, there is no grant date and therefore would not be included for financial reporting purposes until the performance metrics are established. The values do not necessarily correspond to the actual value that will be received by the Executive Officers upon vesting.

(b)

Includes the change in fair value of RSU awards that were issued in a prior year, relative to the respective fiscal year. In addition, as discussed above, all tranches of PSU awards issued in a prior year, relative to the respective fiscal year, are included without respect to the award performance period. Per U.S. GAAP, if a PSU award does not have an established metric, there is no grant date and therefore would not be included for financial reporting purposes until the performance metrics are established. The values do not necessarily correspond to the actual value that will be received by the Executive Officers upon vesting.

(4)

Peer group TSR includes the Russell 2000 Index (Russell).

       
Company Selected Measure Name Adjusted EBITDA        
Named Executive Officers, Footnote
(1)During the year 2023, Erik Carlson became Chief Executive Officer, replacing Steve Joyce, effective November 13, 2023. During the year 2022, Adam Contos stepped down as Chief Executive Officer, effective March 31, 2022. During March 2022, Mr. Contos and Mr. Joyce served as Co-CEOs and Mr. Joyce became CEO, on an interim basis, upon Mr. Contos’s departure. For the years 2021 and 2020, Mr. Contos served as CEO for the full year. The following table lists the PEOs and non-PEO NEOs for each year presented.

Fiscal Year

  

PEOs

Non-PEO NEOs

2024

Erik Carlson

Karri Callahan, Grady Ligon, Ward Morrison, Serene Smith, and Susie Winders

2023

Erik Carlson, Stephen Joyce

Nicholas Bailey, Karri Callahan, Ward Morrison, and Serene Smith

2022

Stephen Joyce, Adam Contos

Nicholas Bailey, Karri Callahan, Ward Morrison, and Serene Smith

2021

Adam Contos

Nicholas Bailey, Karri Callahan, Ward Morrison, and Serene Smith

2020

Adam Contos

Nicholas Bailey, Karri Callahan, Ward Morrison, and Serene Smith

       
Peer Group Issuers, Footnote

(4)

Peer group TSR includes the Russell 2000 Index (Russell).

       
Adjustment To PEO Compensation, Footnote

Fiscal Year

2024

2023

2023

2022

2022

2021

2020

Current CEO (Carlson)

Former CEO (Joyce)

Former CEO (Contos)

SCT Total for PEO

$

1,812,352

$

4,536,352

$

2,374,240

$

2,637,536

$

1,943,210

$

4,439,971

$

2,394,169

Deduct amounts reported under “Stock Awards” Column of the SCT

(486,060)

(4,369,463)

(300,010)

-

(966,175)

(2,960,458)

(1,420,087)

Deduct amounts reported under “Option Awards” Column of the SCT

-

-

(937,308)

(1,537,536)

-

-

-

Add the fair value of awards granted and vested during the fiscal year

54,248

-

1,137,069

884,929

779,182

175,016

189,009

Add the fair value of awards granted in the fiscal year that remain outstanding and unvested as of fiscal year-end

-

11,570,600

-

235,951

-

1,789,507

1,600,050

Add (Subtract) change in fair value of awards granted in any prior year that remain outstanding and unvested as of the fiscal year-end a

(2,059,364)

-

-

-

-

(113,141)

(60,409)

Add (Subtract) change in fair value from prior year-end to vesting date of awards granted in any prior year that vested during the fiscal year b

(154,795)

-

(16,443)

-

(96,975)

78,848

(55,022)

Subtract fair value of awards granted in any prior year that were forfeited or failed to vest during the fiscal year c

-

-

-

-

(1,578,467)

(230,309)

(288,136)

Add dividends on unvested awards paid during the fiscal year

-

-

-

-

-

-

-

Add incremental fair value of awards modified during the fiscal year

-

-

-

-

-

-

-

Compensation Actually Paid

$

(833,619)

11,737,489

$

2,257,548

$

2,220,880

$

80,775

$

3,179,434

$

2,359,574

(a)Includes the fair value of the current year RSU awards and all tranches of PSU awards, without respect to the award performance period. Per U.S. GAAP, if a PSU award does not have an established metric, there is no grant date and therefore would not be included for financial reporting purposes until the performance metrics are established. The values do not necessarily correspond to the actual value that will be received by the Executive Officers upon vesting.
(b)Includes the change in fair value of RSU awards that were issued in a prior year, relative to the respective fiscal year. In addition, as discussed above, all tranches of PSU awards issued in a prior year, relative to the respective fiscal year, are included without respect to the award performance period. Per U.S. GAAP, if a PSU award does not have an established metric, there is no grant date and therefore would not be included for financial reporting purposes until the performance metrics are established. The values do not necessarily correspond to the actual value that will be received by the Executive Officers upon vesting.
(c)The value in this row includes the aggregate fair value of awards forfeited by Mr. Contos when he left the Company on March 31, 2022.
       
Non-PEO NEO Average Total Compensation Amount $ 1,748,037 $ 1,659,124 $ 1,578,851 $ 1,452,315 $ 1,127,829
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,661,530 1,009,774 801,784 1,096,371 1,235,646
Adjustment to Non-PEO NEO Compensation Footnote

(3)

The following table sets forth the adjustments made to the SCT during each year presented to determine the average CAP to the Non-PEO NEOs, with “fair value” calculated in accordance with ASC Topic 718 as of the end of the specified period:

Fiscal Year

2024

2023

2022

2021

2020

Average SCT Total for non-PEO NEOs

$

1,748,037

$

1,659,124

$

1,578,851

$

1,452,315

$

1,127,829

Deduct amounts reported under “Stock Awards” Column of the SCT

(933,261)

(1,076,988)

(816,509)

(907,803)

(720,172)

Deduct amounts reported under “Option Awards” Column of the SCT

-

-

-

-

-

Add the fair value of awards granted and vested during the fiscal year

86,148

48,022

169,667

41,730

77,634

Add the fair value of awards granted in the fiscal year that remain outstanding and unvested as of fiscal year-end

1,013,637

671,398

483,308

631,943

871,869

Add (Subtract) change in fair value of awards granted in any prior year that remain outstanding and unvested as of the fiscal year-end a

(92,863)

(126,322)

(253,708)

(57,410)

(10,973)

Add (Subtract) change in fair value from prior year-end to vesting date of awards granted in any prior year that vested during the fiscal year b

(101,167)

(127,632)

(129,178)

10,591

(22,986)

Subtract fair value of awards granted in any prior year that were forfeited or failed to vest during the fiscal year

(59,002)

(37,828)

(230,647)

(74,995)

(87,555)

Add dividends on unvested awards paid during the fiscal year

-

-

-

-

-

Add incremental fair value of awards modified during the fiscal year

-

-

-

-

-

Compensation Actually Paid

$

1,661,530

$

1,009,774

$

801,784

$

1,096,371

$

1,235,646

(a)

Includes the fair value of the current year RSU awards and all tranches of PSU awards, without respect to the award performance period. Per U.S. GAAP, if a PSU award does not have an established metric, there is no grant date and therefore would not be included for financial reporting purposes until the performance metrics are established. The values do not necessarily correspond to the actual value that will be received by the Executive Officers upon vesting.

(b)

Includes the change in fair value of RSU awards that were issued in a prior year, relative to the respective fiscal year. In addition, as discussed above, all tranches of PSU awards issued in a prior year, relative to the respective fiscal year, are included without respect to the award performance period. Per U.S. GAAP, if a PSU award does not have an established metric, there is no grant date and therefore would not be included for financial reporting purposes until the performance metrics are established. The values do not necessarily correspond to the actual value that will be received by the Executive Officers upon vesting.

       
Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid and Company TSR

Peer Group is Russell 2000 Index; Value of Initial Fixed Investment assumes that the value of the investment in our common stock and in the peer group (including reinvestment of dividends) was $100 at market close on December 31, 2019 (the last trading day of 2019), and tracks such investment through market close on the last trading day of each applicable year.

Graphic

       
Compensation Actually Paid vs. Net Income

Compensation Actually Paid and Net Income*

Graphic

*

Net income in 2021 was adversely impacted by a $40.9 million loss recorded on our contractual relationship with INTEGRA which was settled with the acquisition of INTEGRA. The loss represents the fair value of the difference between the historical contractual rates paid by INTEGRA and the current market rate. The loss is recorded in “Settlement and impairment charges” in the accompanying Consolidated Statements of Income (Loss). See Note 6, Acquisitions in the Annual Report on Form 10-K for the year ended December 31, 2021, for additional information about this acquisition.

       
Compensation Actually Paid vs. Company Selected Measure

Compensation Actually Paid and Adjusted EBITDA1

Graphic

1 Adjusted EBITDA is a non-GAAP measure. Please see Appendix 1 of this Proxy Statement for a definition of this term and reconciliation with the most directly comparable GAAP measure.

       
Total Shareholder Return Vs Peer Group

Peer Group TSR and Company TSR

Graphic

       
Tabular List, Table

As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The performance measures that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:

Adjusted EBITDA
Revenue
RMAX rTSR Percentile
       
Total Shareholder Return Amount $ 31.61 39.49 53.19 83.76 97.26
Peer Group Total Shareholder Return Amount 142.93 128.14 109.59 137.74 119.96
Net Income (Loss) $ 8,077,000 $ (98,486,000) $ 10,757,000 $ (24,620,000) $ 20,546,000
Company Selected Measure Amount 97,700,000 96,288,000 121,632,000 119,583,000 92,558,000
PEO Name Erik Carlson        
Additional 402(v) Disclosure

Analysis of the Information Presented in the Pay versus Performance Table

As described in more detail in the section “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable “pay-for-performance” philosophy. The Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance Table.

       
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
Non-GAAP Measure Description Adjusted EBITDA is a non-GAAP measure. Please see Appendix 1 of this Proxy Statement for a definition of this term and reconciliation with the most directly comparable GAAP measure.        
Measure:: 2          
Pay vs Performance Disclosure          
Compensation Actually Paid vs. Other Measure

Compensation Actually Paid and Revenue

Graphic

       
Other Performance Measure, Amount 307,685,000 325,671,000 353,386,000 329,701,000 266,001,000
Name Revenue        
Measure:: 3          
Pay vs Performance Disclosure          
Name RMAX rTSR Percentile        
Mr. Carlson          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 1,812,352 $ 4,536,352      
PEO Actually Paid Compensation Amount (833,619) 11,737,489      
Mr. Joyce          
Pay vs Performance Disclosure          
PEO Total Compensation Amount   2,374,240 $ 2,637,536    
PEO Actually Paid Compensation Amount   2,257,548 2,220,880    
Mr. Contos          
Pay vs Performance Disclosure          
PEO Total Compensation Amount     1,943,210 $ 4,439,971 $ 2,394,169
PEO Actually Paid Compensation Amount     80,775 3,179,434 2,359,574
PEO | Mr. Carlson | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   11,570,600      
PEO | Mr. Carlson | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,059,364)        
PEO | Mr. Carlson | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 54,248        
PEO | Mr. Carlson | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (154,795)        
PEO | Mr. Carlson | Deduct amounts reported under "Stock Awards" Column of the SCT          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (486,060) (4,369,463)      
PEO | Mr. Joyce | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     235,951    
PEO | Mr. Joyce | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   1,137,069 884,929    
PEO | Mr. Joyce | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   (16,443)      
PEO | Mr. Joyce | Deduct amounts reported under "Stock Awards" Column of the SCT          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   (300,010)      
PEO | Mr. Joyce | Deduct amounts reported under "Option Awards" Column of the SCT          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   (937,308) (1,537,536)    
PEO | Mr. Contos | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount       1,789,507 1,600,050
PEO | Mr. Contos | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount       (113,141) (60,409)
PEO | Mr. Contos | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     779,182 175,016 189,009
PEO | Mr. Contos | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (96,975) 78,848 (55,022)
PEO | Mr. Contos | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (1,578,467) (230,309) (288,136)
PEO | Mr. Contos | Deduct amounts reported under "Stock Awards" Column of the SCT          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (966,175) (2,960,458) (1,420,087)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,013,637 671,398 483,308 631,943 871,869
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (92,863) (126,322) (253,708) (57,410) (10,973)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 86,148 48,022 169,667 41,730 77,634
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (101,167) (127,632) (129,178) 10,591 (22,986)
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (59,002) (37,828) (230,647) (74,995) (87,555)
Non-PEO NEO | Deduct amounts reported under "Stock Awards" Column of the SCT          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (933,261) $ (1,076,988) $ (816,509) $ (907,803) $ (720,172)